The two dissenting votes came from Barbara Boxer of California and John Kerry of Massachusetts.

"I choose to vote my concerns, not to overlook them. I choose to vote my gut, not custom," Kerry said during a committee meeting that preceded the vote.

Kerry called Rice, President Bush's national security adviser, one of the "principal architects" of policies that he said have made the United States less secure.

While acknowledging that Rice will be confirmed eventually, some Democrats want to show they are ready to fight the president in his second term -- amid grumbling that party leaders did not stand up to Bush in his first term.

Senate Republicans hope the move will backfire because Americans looking for bipartisanship will be turned off by the maneuver.

If confirmed, Rice would become the first African-American woman and second female to become secretary of state. She would replace Colin Powell, whose confirmation by the committee in 2001 was unanimous.

As the committee was voting on her nomination, Powell was making his farewell speech to workers at the State Department.

"I am so proud that I have had this chance to serve my nation once again," Powell said. "And when I step down from this job, I will have had close to 40 years of government service.

Rice, 50, faced nine hours of questioning Tuesday and two hours Wednesday in her confirmation hearing, including some pointed comments from Democrats who reluctantly voted for her like Sen. Joseph Biden of Delaware.

On Wednesday, Biden chided Rice for sticking "to the party line" and not admitting mistakes on Iraq.

"Instead of seizing the opportunity," Biden said, "it seems to me, Dr. Rice, you have danced around it and, sort of, stuck to the party line, which seems pretty consistent: You're always right. You never made any mistakes. You're never wrong."

Rice told Biden that although there were some "bad decisions," the end result is the measuring stick to use against the administration's decisions.

"I know enough about history to stand back and recognize that you judge decisions not in the moment, but how it all adds up," she said. "It's how Iraq turns out that ultimately matters."

She did say there were "lessons learned" in the Iraq reconstruction effort: "We didn't have the right skills, the right capacity to deal with a reconstruction effort of this kind."

"God love you, please do me a favor," Biden said in his closing remarks to Rice. "Start to tell us the whole deal."

Biden also criticized Rice for saying 120,000 Iraqi security officers are trained but failing to acknowledge how many are fully trained.

Biden asked Rice to tell him how many, in her opinion, have been fully trained. "Tell us how many of those folks you think -- you think," Biden said. "And for God's sake, don't listen to [Defense Secretary Donald] Rumsfeld, he doesn't know what in the hell he's talking about in this."

Rice acknowledged "problems with the training," but said the administration is working on those problems.

In the committee meeting after Wednesday's hearing, Boxer said she hoped Rice would see the difference between her new job and her old role "where she wasn't in any way responsible to come before Congress, but went to the American people and sold a war and continues to repeat things that were not so."